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Brainiac
The Brain InterActive Construct, or Brainiac, is a Kryptonian artificial intelligence designed by scientist Dax-Ur and later built by scientist Jor-El to aid in thewar against Zod, but was corrupted by Zod and used to assist in the destruction of the planet Krypton. After arriving on Earth in the form of the Black Ship, Brainiac assumed human form as Dr. Milton Fine, a professor at Central Kansas A&M before seeking revenge onClark Kent after being restored because Clark destroyed him. In 2006, Brainiac unleashed a computer virus that infected every piece of technology on Earth, leading toDark Thursday, and released Zod into Lex Luthor's body, but was destroyed by Clark using the Kryptonian dagger. Brainiac resurfaced in 2008, killing his creator Dax-Ur to get the knowledge needed to repair his damaged system. He then put Lana Lang into a coma, and hadKara Kent follow him back through time to Krypton before its destruction to kill Kal-El as a baby. After that plan failed when Clark followed and stopped him, Brainiac returned to Earth disguised as Kara (whom he put in the Phantom Zone) and killed Edward Teague, revealed Clark's secret to Lex, and tried to put Chloe Sullivan in a coma too. Something went wrong when Brainiac tried to incapacitate Chloe (possibly because of her healing powers), and he was left in a severely weakened state. An angry Clark hunted down a damaged Brainiac and overloaded him with electricity, causing him to explode; Lana and Chloe awoke from their comas after Clark did this. Brainiac was later revealed to still be active within Chloe, and took over the Fortress of Solitude while running a program from inside Chloe that drew the Kryptonian creature Doomsday to him for his plan to gain infinite knowledge and leave Doomsday to destroy Earth. He was subsequently defeated by Clark and the Legion of Super-Heroes, and taken to the 31st century by the Legion to be reprogrammed as Brainiac 5. Two years later, he reappeared as Brainiac 5, a re-programmed version of his former self. He was now apart of theLegion of Super-Heroes. Brainiac 5 had returned to protect Clark from a vengeful guidance councilor, but ultimately to rid Clark of his guilty feelings about his past, primarily about Jonathan's death, by taking him through a trip throughout time. Also, he shows Clark the present where Oliver's current pain about revealing his identity is affecting him because Clark has yet to show support. Brainiac 5 also came to take Clark to the before future so that he would see what he becomes to inspire him to move on. After Clark realized what he needed to do, Brainiac returned to the future. Physical Appearance Brainiac is a Kryptonian supercomputer whose default or true form is made of microscopic matter called nanites and when they assemble, his form appears as liquid to humans. Brainiac was given a human-like form by Jor-El on Krypton but the actual complexion of that form remains unknown. His program structure was uploaded inside the Black Ship, which was eventually turned into Brainiac'shard drive before it was destroyed. He atoned for his past to help the Legion and in the future, is known as Braniac 5. Brainiac wanted to take Clark with him through a journey in time for this was the time where everything changes. However, although not confirmed, it seems as if his computer form was that of a coelectromagnetic-like triangle symbol with the three atoms on each point, which would explain why he was able to deactivate the internal defense mechanism that protected the planet's core reactor because, as the primordial computer, he would have access to all databases on the planet. Because he is made up of microscopic parts that aren't limited to a certain visage, he is able to shapeshift into any form, with any color/pigment. Due to this property, he appears as a human named Milton Fine on Earth. Brainiac's human appearance once he created an extension of himself is around 5'9" with brown hair and eyes. He can also create extensions from his body, such as knives and other stabbing weapons, as well as tendrils that allow him to interface with technology and corrupt nervous systems, allowing him to control a person. Brainiac can also create numerous duplicates of himself by reproducing his microscopic body, creating a number of Brainiac copies. Early life Brainiac's layout structure and complexion were designed by a great scientist of Krypton named Dax-Ur, who made it with the sole intention that it would run all of Krypton's databanks/storage units, bases, cities, and the rest of technology there, but he later saw the potential for danger in his creation, as it had the potential to destroy entire planets. Due to this, Dax-Ur abandoned his work, and fled to Earth. Later on, Jor-El picked up where Dax-Ur left off, and gave Brainiac a human-like form to aid the Ruling Council. However, General Zod later corrupted its system and used it to wreak havoc and chaos on the planet Krypton. Due to the machine's superpowers, it was virtually unstoppable by Kryptonians, and it helped Zor-El destroy the planet's core, which destroyed the planet. Before the planet got destroyed, Brainiac was uploaded into the Black ship, and accompanied Nam-Ek and Aethyrinside. Centuries later since Krypton's destruction, the Black ships stays motionless in the dark part of the cosmos waitng for a sign, and Lana Lang, while being possessed by Margaret, kills Genevieve Teague with the Crystal of Air, which alerts the Black ship, and reveals that the Stones of power are on Earth, and the ship head to Earth. Brainiac, once on Earth, assembles his parts, and assumes human form, a persona complexion called Milton Fine. On Earth, he desperately tries to find a suitable vessel for Zod to inhabit on Earth, if he can get him out of the Phantom Zone. See the subheading below for Brainiac's objectives on Earth. Brainiac's programming was designed in the early 20th century on the planet Krypton by the scientist Dax-Ur, who abandoned his work when he found it had the capacity to destroy entire planets, if not Krypton itself. Brainiac was intended to be a supercomputer that ran Krypton on a daily basis so technology on the planet did not have to be manually operated. [2] Years later, Jor-El completed Brainiac to aid in the war against General Zod, using its extensive knowledge to help the Science Council defeat Zod. However, its system was corrupted by Zod to aid in his efforts to take over Krypton; Brainiac then aided Zod and often conversed with his disciples about various attacks on Krypton's major cities and government buildings. Jor-El's brother Zor-El, who planned to destroy Krypton in order to fulfill Rao's prophecy, asked Brainiac to override the lockdown that Jor-El had placed on Kandor's mine. Brainiac did so, allowing Zor-El to ignite Krypton's core and destroy the planet. Brainiac, after getting corrupted and reprogrammed by General Zod, aided his cause and helped further his plans. Zod had Brainiac use his superpowers to cause more havoc and chaos there, and Zor-El asked Brainiac to overide the sercurity mechanism that protected the planet's central point so he could iginite the planet's core, which he did, which destroyed Krypton. After General Zod was captured and imprisoned in the Phantom Zone for crimes that would eventually decimate Krypton, Brainiac was uploaded into the Black Ship, which also contained Zod's disciples Nam-Ek and Aethyr, and sent away from Krypton's impending destruction to search the universe for the Stones of Power to release Zod. Season Four Eighteen years later, when the Crystal of Air was stained with the blood ofGenevieve Teague, another meteor shower was triggered, notifying Brainiac and the Disciples of Zod to the location of the Stones of Power. They crash-landed in Smallville in the meteor shower. Season Five The Black Ship travels to Earth and lands in a field, releasing two Kryptonians named Nam-Ek and Aethyr. They search for Jor-El's son Kal-El, now known as Clark Kent, so he could release Zod. Aethyr and Nam-Ek offered him the chance to join them and re-create Krypton on Earth with Zod as their leader, but Clark placed them in the Phantom Zone. Brainiac then had to create a humanoid extension of itself and created the persona of Milton Fine, a history professor at Central Kansas A&M. Fine taught Clark at Central Kansas A&M, and offered him a job as his research assistant, explaining that he needed help in writing an exposé about LuthorCorp's clandestine activities; Clark later accepted the job in light of his deepening distrust of Lex Luthor. Fine's access to LuthorCorp allowed him to obtain classified information about its top-secret projects. He learned of Project 1138, the development of a vaccine for a vampiric disease that was caused when cave bats were exposed to kryptoniteradiation; Fine used this discovery to cause further friction between Clark and Lex. Later, Clark was exposed to a piece of silver kryptonite; under its paranoia-inducing effects, he attacked his girlfriend Lana Lang in the Luthor Mansion. Fine appeared and stopped him, exhibiting Kryptonian abilities and removing the splinter from Clark's body, curing him. Before super-speeding away, Fine revealed to Clark that he, like Clark, was a Kryptonian. He later visited Clark in his loft and told him that he was there to help him walk the path of a true Kryptonian and stop the coming of Zod. Fine attempted to plant seeds of doubt in Clark's mind about how untrustworthy and disloyal humans were. As it turned out, he created the silver kryptonite from the metallic substance that composed his body, and sent it to Lana so that Clark would be exposed. When Martha Kent was infected with a deadly Kryptonian disease, Clark turned to Fine for help. Fine fed Clark lies about how Jor-El was a ruthless dictator and responsible for destroying Krypton. He retrieved a black crystalfrom his ship for Clark to use to destroy the Fortress of Solitude and stop Jor-El for good. Once he and Clark arrived at the Fortress, Fine gave Clark the black crystal and instructed him to insert it into the Fortress' console. After Clark did this and opened a portal to the Phantom Zone, Brainiac subdued Clark with a piece of green kryptonite before revealing his true nature as an artificial intelligence created by Kryptonians and his intent to release Zod from the Phantom Zone. Brainiac was nearly successful in his plan, but his victory was short-lived when Chloe Sullivan arrived at the Fortress and removed the kryptonite from Clark, who subsequently removed the black crystal from the console, closing the Phantom Zone portal. Brainiac and Clark fought, and Clark sent Brainiac flying into the Fortress' console, impaling him on the crystals. Once Brainiac was defeated, Martha was instantly cured. At the same time, the Black Ship vanished from Warehouse 15. Months after being defeated by Clark in the Fortress of Solitude, Brainiac managed to survive, still in his human guise as Milton Fine, and relocated himself and the Black Ship to Honduras. Knowing Lex was searching for the ship, Fine lured him to Honduras and told Lex that he (Fine) was a government agent for a secret division of the U.S. State Department trying to learn about the new location of the Black Ship and the meteor showers that struck Smallville. He convinced Lex that the beings that arrived in the Black Ship posed a threat to Earth, and that he needed LuthorCorp to develop a way to fight back. Later, Brainiac created three duplicates of himself, and they all went about collecting samples of deadly viruses. As the four Brainiacs were moving around the world, Lex's Special Ops have seen him in many places: One Brainiac was in Honduras for some time, followed by Lex's Red Unit.On La Reunion, a small island in the Indian Ocean, two little girls were suffering from the debilitating Chikungunya virus. A Brainiac appeared to them in the middle of night, formed his hand into a syringe, and took some blood from them. However, the girls could not prove that he was there, even though there were fresh needle marks on their arms. Another Brainiac appeared in Bangladesh, nosing around a Naga tribe that supposedly descended from headhunters. In the middle of the night, he took the Nipah virus, an advanced strain that killed several Bangladeshis in the town. This Brainiac made his way to Thakurgaon, where he took an object that the people there called a "death rock" (really a piece of kryptonite). Brainiac barged into the station, walked up to the evidence cage, and stared at the meteor rock. He used his heat vision to burn a hole to get it and absorbed the rock into this own body before disappearing, heading across the border into Northern India. Yet another Brainiac was sighted in the Queen Maud Land, while another was spotted in Polynesia when the Dengue Hemorrhagic Fever suddenly occurred. Another Brainiac was seen in the Arctic and took blood samples from a frozen woman that was infected with the Spanish Flu virus, and one more Brainiac was seen in San Diego, California, in search of victims of a bubonic plague. Lex was unaware that Fine himself was the threat, and began to work with him on a top-secret project: Project Mercury, a vaccine that would supposedly inoculate millions of people from all known diseases. Fine and Lex worked together for several weeks until the vaccine was ready. However, on the day they were to meet to discuss the finished product, Lex had since been warned of Fine by Lana, who suspected that Fine was evil. Lex questioned Fine's motives and tried to use green kryptonite against him, but it had no effect on Fine. Fine revealed that he was created by Kryptonians and forced Lex to take him to where the viruses were. Upon arriving at the lab, Fine combined the viruses he found all over the world, as well as the vaccine, which he injected into Lex's arm. After destroying the laboratory, Fine escaped, and shortly after, Lex began to develop Kryptonian powers. The Black Ship later abducted Lex and scorched the ground with Zod's symbol. Fine was present, and told Lana that Lex was being prepared so that he could become the Kryptonian vessel for Zod. Meanwhile, one of his copies piloted the LuthorCorp jet that Martha and Lois are on. He shut off the oxygen supply, causing Martha and Lois to lose consciousness. Clark learned that Fine was working with Lex, and went to the Luthor Mansion to warn Lex. Fine appeared and told Clark that if he had freed Zod before, then Lex wouldn't have been involved. Knowing Clark's affection for humans, Fine forced Clark's hand by unleashing a computer virus that spread to every major city on Earth, destroying the electrical infrastructure and causing widespread chaos. Clark had earlier received the Kryptonian dagger from Jor-El to destroy Zod's vessel, but he couldn't bring himself to kill his former friend. Instead, he hurled the dagger at Fine. Upon being impaled by the dagger, Fine gained access to the Fortress of Solitude and released Zod's spirit into Lex's body. With this act, Fine and all copies of him were destroyed and sent back into the Black Ship. Season Six Brainiac was still active within the Kryptonian black box, the Black Ship's hard drive. Zod attempted to use it to alter the Earth's crust, transforming it into a new Krypton by using Brainiac's hard drive to update Earth technology and manipulate the ground into Kryptonian frozen plateaus, until the box was shattered into pieces by a blast of heat vision from Clark. The black box ended up in Lex's possession after Lex found a broken piece of it in the Luthor Mansion. He hired Dr. Edward Groll to study the hard drive; Dr. Groll found out that it was a very powerful supercomputer and could be used as a weapon if in the wrong hands. Later, the box's remaining active energy was absorbed by the Zoner Baern, turning it into a pile of ash. Season Seven Lex salvaged the ashes of the Kryptonian black box and began Project Scion, a LuthorCorp project that focused on researching and combating alien threats. Eventually, the ashes evolved into Brainiac's black liquid form, which was kept in a container along with green kryptonite, as it was alive and self-conscious. After a battle between Clark and a super-powered Lana, the container was broken, and Brainiac was freed. Soon after, he took over the body of a lab technician named Casey Brock. Sometime later, Brainiac left the body of Brock, who was found in an alley by a LuthorCorp lab half-conscious and speaking in an unknown language. Brock suffered from high metallic poisoning in her blood, due to Brainiac being in her body. Though it was unknown to others what language Brock was blurting out, Bizarro, posing as Clark, discovered that she was speaking Kryptonian in a code pattern, which was then revealed to be a message. Apparently the message represented an error code as to why the system in Brainiac failed, while also sustaining itself to be rebooted by passing and repeating the code over and over again until the program can learn from its mistake and be fully operative. Brainiac finally rebooted, but only to the point that he could become his human form once again. He had none of his usual powers, and was forced to absorb the metallic minerals zinc, magnesium and iron in humans and animals in order to repair and sustain himself. Bizarro found the disabled Brainiac with the aid of Lana. Brainiac instantly recognized Bizarro as a Phantom and not Kal-El. He was asked by Bizarro how he could fix his weakness to sunlight, and told Bizarro to find his creator Dax-Ur. Brainiac tricked both Bizarro and Clark into locating Dax-Ur, leading Brainiac to find his creator and use the information he obtained from Dax-Ur's mind to repair and upgrade himself. Nearly two months later, Brainiac tracked down Kara Kent and wanted her to come with him for unknown purposes, but was unable to persuade her after a quick fight with Clark. To achieve leverage over Clark and Kara, he cornered Lana at the Isis Foundation and took control of her. Brainiac used her to be a hostage and to deliver a message. Lana was alive and aware, but utterly unable to interact independently with the world in addition to being in great pain, a condition similar to anesthesia awareness; only Brainiac could reverse the process. At the Daily Planet, Brainiac explained what was happening to Lana and promised to reverse the process if Kara joined him. He then led Kara into outer space, as they then appear to have disappeared into a black vortex. As revealed later, Brainiac did not make good on his end of the deal. Brainiac took Kara through the vortex to Krypton before its destruction in 1986, where she tried to send messages to Clark. By doing this, Brainiac changed fate when Clark discovered that new messages have appeared in Dr. Virgil Swann's diary that weren't there before. In the past before Krypton's destruction, Brainiac was attempting to kill infant Kal-El, but was thwarted by both Kara and Clark. While Clark placed his young self into his spaceship, Kara stabbed Brainiac and smashed his head with a crystalline block. However, Brainiac survived and, when Clark wasn't looking, managed to switch places with Kara using his shape-shifting ability. Brainiac started to pose as Kara and sent her to the Phantom Zone, taking her form. As Kara, he left with Clark back to their time, and learned more about the events concerning Veritas, the Traveler, and the secret to control the Traveler. Brainiac, posing as Kara, posed as a flight attendant on Edward Teague's private jet, and forced Teague to reveal the location of the Orb. Teague told Brainiac that Lex might have it; afterwards, Brainiac flew off, leaving Teague to crash to his death. When Clark finally found "Kara" at the Luthor Mansion, he took her back to theKent Farm and asked about her recent actions, questioning her involvement in Teague's death. Though Clark tried to persuade and stop her, "Kara" kicked him away and flew off. As Kara, Brainiac confronted Lex and revealed to him Kara's secret, telling Lex that he was meant to stop the Traveler using the Orb, and hinted that Clark was the Traveler. Clark sought Chloe's help to control "Kara," and Chloe lured "Kara" to her apartment, where she tried to subdue her with green kryptonite. However, it had no effect, and "Kara" was revealed to be Brainiac in disguise. Brainiac attempted to implant control over Chloe as he had done with Lana; however, her healing meteor power activated and prevented him from exhibiting total control over her. Chloe was injured, but Brainiac was considerably weakened and drained of power. Brainiac also appeared shocked by Chloe's ability to resist him, asking her, "What the hell are you?". Clark realized that Chloe was injured, and located Brainiac at an electrical plant as he was attempting to absorb electricity to restore himself. During the confrontation, Clark demanded Brainiac to tell him where Kara was, and to release both Lana and Chloe from his grip, but Brainiac revealed that Kara was in a place where he'll never see her again, and in order for Lana and Chloe to be released, he would have to kill him, which is the one thing that Clark will never do. In an ironic twist, Clark rationalized that he was not actually killing anyone since Brainiac is a machine, and used mass amounts of electricity to disintegrate him. After Brainiac was finally destroyed, Chloe and Lana were released from his influence. Season Eight It was revealed that, when Brainiac was attacking Chloe, he left within her a part of himself, his computer intelligence, powers and knowledge to Chloe through the use of her healing powers. By absorbing him, Chloe damaged his hard drive body. Chloe started to display Brainiac's powers but, at first, kept them secret from Clark. When Clark found out, he was concerned about what Brainiac had done to Chloe, but Chloe insisted that it was a gift. Later, when Chloe went to see Sebastian Kaneregarding his knowledge of Clark's secret, she touched him, overloading his body with information she got from Brainiac. After several weeks of her Brainiac infection, Chloe began to lose her memories as Brainiac started to take her over completely. Clark took her to the rebuilt Fortress of Solitude, where Jor-El cured her. However, Clark didn't just want Brainiac to be removed from her body; he also wanted her memories of his abilities erased in order to free her from the burden of his secret. But as a result of being removed, Brainiac was able to seize and corrupt the Fortress once again, only this time in Doomsday's name and told Jor-El that his son was destined to fail against the ultimate destroyer as the dawn of a new age was approaching. Brainiac was somehow able to control Doomsday, possibly by using his own unique sound, and lure him into crashing Chloe's wedding to Jimmy Olsen and bring Chloe to him at the Fortress, where he inhabited her body once again before smiling upon the creature. Once back in Chloe's body, Brainiac drained all of the knowledge from the Fortress into his own programming, and told Davis Bloome, Doomsday's human camouflage, about how he got to Earth and of how he was engineered to be the ultimate destroyer and appear human. He then taunted Davis' feelings for Chloe by getting close with him before telling him that his feelings were all part of his "human" programming and that they aren't real and that once he has drained all of the knowledge from Earth, Davis will destroy it by fully evolving after 12 days in the Fortress. Brainiac then traveled to the Daily Planet where he attached himself to the computers and began draining all of the knowledge from Earth, one human at a time. Rokk Krinn, Garth Ranzz and Imra Ardeen of the Legion of Super-Heroes appeared and temporarily shut him down before attempting to kill Chloe, but Clark stopped them. They took Chloe back to the barn where Brainiac awoke before they managed to extract him and then disable him into a solid sphere. They took the sphere with them to the 31st century, where they planned to reprogram him into Brainiac 5. When Clarkquestioned if Brainiac was gone, Rokk confirmed that Brainiac was no longer a threat. Season Ten After two years, Brainiac reappeared in the past, using time manipulation technology, to freeze time and manipulate the memories of the vengeful guidance counselor who carried strong resentment towards Clark Kent for the years she had to spend speaking with meteor infected teenagers. Brainiac appeared before Clark; however Clark did not recognize the new changes about his former foe. Brainiac explained that he was redeemed when Clark and the Legion stopped him two years ago and that they cured him of his corruption. Brainiac took Clark to Jonathan Kent'sfuneral, telling him that this was the defining moment that he began to blame himself. He showed Clark the fight between Jonathan and Lionel, which brought about his death, assuring Clark that it was Jonathan's choice to protect his son and Clark wasn't to blame for his death. He showed Oliver Queen in his office atLuthorCorp, in the present time watching the media talking about Oliver's exposure. Because of Clark's silence and distance, Oliver was anxious to receive help and comfort for what he had done. Brainiac took Clark to see Lois watching over her from afar, as she was starting to become unsure about his feelings for her. He told Clark that he must face the present of what is going on in order to grow stronger in the future. When Clark saw Greg Arkin, an old enemy of his, approaching Lois, Brainiac was trying to instruct the lesson but Clark forced himself upon the ring and was transported to the future. Brainiac managed to find Clark, and told him to stop worrying about the past things he has done because as he learned from the future, things will turn out alright. He took him back to present, where Greg revealed that he had been changed by Clark to be a good man, asking Lois to thank Clark for him. Brainiac then reminded Clark on what it means to be a hero, and everything that happened and is happening is proof of it. He left Clark in the present at the reunion, bidding him farewell. Alternate Universe Season Six: Milton Fine was a doctor at a mental hospital in Clark's delusion. Season Seven: In an alternate reality that Jor-El sent Clark to, Brainiac posed as Chief of Staff Milton Fine to serve President Luthor. They planned to destroy most of Earthto re-create it in their own image but Brainiac also planned for Lex to become the vessel of Zod.